Photon Control Inc.

STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2020)

The following information is presented in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and Form 51-102F6 – Statement of Executive Compensation (“ Form 51-102F6 ”), and sets forth compensation for each NEO (as defined below) and director of Photon Control Inc. (“ Photon ” or the “ Company ”) during the financial year ending December 31, 2020. This Statement of Executive Compensation is dated for reference May 17, 2021.

GENERAL

Interpretation

For the purpose of this “Statement of Executive Compensation”:

“ Board ” means the Company’s board of directors;

“ Common Shares ” means common shares in the capital of the Company;

“ CGN Committee ” has the meaning given to such term under the heading “ Compensation Discussion and Analysis – Compensation, Corporate Governance and Nominating Committee ”;

“ Disposed Options ” has the meaning given to such term under the heading “ Stock Option Plans and Other Incentive Plans – Stock Option Plan – Net Settlement ”;

“ Eligible Person ” has the meaning given to such term under the heading “ Stock Option Plans and Other Incentive Plans – Stock Option Plan – Eligibility ”;

“ Independent director ” has the meaning given to such term in the listing standards of the TSX;

“ Option Plan ” means the Company’s existing stock option plan with the effective date of May 25, 2018;

“ Options ” mean stock options to purchase Common Shares;

“ Outside Directors ” has the meaning given to such term under the heading “ Stock Option Plans and Other Incentive Plans – Stock Option Plan – Common Shares Issuable under the Option Plan ”;

“ Qualified Successor ” has the meaning given to such term under the heading “ Stock Option Plans and Other Incentive Plans – Stock Option Plan – Effect of Death, Disability or Retirement of Optionee ”;

“ RSU Plan ” means the Company’s existing restricted share unit plan, which was approved by the Company’s shareholders on May 3, 2016;

“ RSUs ” means restricted share units of the Company issued under Photon’s RSU Plan;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ SPP ” means the Company’s share purchase program approved by the Board from time to time (including, without limitation, the Company’s share purchase program established for the fiscal year ended on December 31, 2020 );

“ SPP Participant ” has the meaning given to such term under the heading “ Compensation of Executive Officers – Share Purchase Program ”; and

“ TSX ” means the Toronto Stock Exchange.

Currency

In this Statement of Executive Compensation, unless otherwise indicated, all dollar amounts and references to “$” are to Canadian dollars.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

The following individuals are defined as “ named executive officers ” or “ NEOs ” pursuant to Form 51-102F6 – Statement of Executive Compensation :

(a) the Chief Executive Officer (the “ CEO ”) of Photon or any person that acted in a similar capacity during the most recently completed fiscal year;
(b) the Chief Financial Officer (the “ CFO ”) of Photon or any person that acted in a similar capacity during the most recently completed fiscal year;
(c) each of the three most highly compensated executive officers of Photon, other than the CEO and the CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total compensation was individually more than $150,000 per year; and
(d) any additional individuals for whom disclosure would have been provided under paragraph (c) except that the individual was not serving as an executive officer of Photon at the end of the most recently completed financial year.

Summary of Compensation

The following table sets forth all annual and long-term compensation for services paid to or earned by the named executive officers for the three most recently completed financial years.

Name and principal position	Year	Salary	Share- based awards(1)	Option- based awards(2)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value(5)	All other compen- sation(6)	Total compen- sation
					Annual incentive plans(3)	Long-term incentive plans(4)
		($)	($)	($)	($)	($)	($)	($)	($)
Nigel Hunton Director, President and CEO(7)	2020 2019 2018	591,043 375,440 N/A	Nil Nil N/A	168,874 292,000 N/A	368,913 199,035 N/A	Nil Nil N/A	Nil Nil N/A	156,772 195,127 N/A	1,285,601 1,061,602 N/A
Damian Towns CFO(8)	2020 2019 2018	155,769 N/A N/A	Nil N/A N/A	105,125 N/A N/A	93,502 N/A N/A	Nil N/A N/A	Nil N/A N/A	28,118 N/A N/A	382,514 N/A N/A
Daniel Lee Former CFO(9)	2020 2019 2018	103,438 204,750 189,000	Nil Nil Nil	15,865 Nil Nil	52,500 1,000 86,231	Nil Nil Nil	Nil Nil Nil	105,693 2,145 3,817	277,496 207,895 279,048
Eva Valencia VP, Semiconductor Sales(10)	2020 2019 2018	271,705 105,642 N/A	Nil Nil N/A	57,146 17,121 N/A	138,564 24,548 N/A	Nil Nil N/A	Nil Nil N/A	27,745 86 N/A	495,160 147,396 N/A
Phil Schick VP, Technology & Operations(11)	2020 2019 2018	219,923 12,115 N/A	Nil Nil N/A	57,146 19,504 N/A	109,856 1,000 N/A	Nil Nil N/A	Nil Nil N/A	28,447 Nil N/A	415,372 32,620 N/A
Nalini McIntosh VP, Culture, Talent and Business Systems(12)	2020 2019 2018	249,075 195,000 172,576	Nil Nil Nil	24,121 Nil 33,604	70,500 1,000 39,166	Nil Nil Nil	Nil Nil Nil	6,031 1,962 1,869	349,727 197,962 247,215

(1) Share-based awards represent the fair value of RSUs granted in the year under the RSU Plan (as defined below). The fair value of the RSUs granted is calculated as the number of RSUs granted multiplied by the grant date fair market value.
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(2) Option-based awards represent the fair value of stock options granted in the year under the Option Plan. The fair value of options granted is calculated as the number of options granted multiplied by the grant date Black-Scholes value. Options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”.
(3) Non-equity annual incentive plan compensation relates to cash bonuses based on defined targets that were granted to NEOs for the respective fiscal years pursuant to the annual executive performance cash bonus plan of the Company. In the case of Ms. Valencia this also included commission payments.
(4) The Company does not have a non-equity long-term incentive plan.
(5) The Company does not have a pension or defined contribution plan.
(6) “All other compensation” for each individual includes reimbursement for health, medical and insurance benefits.
(7) Mr. Hunton became a Director and the President & CEO of the Company on May 2, 2019. Mr. Hunton received nil in 2020 and 2019 as compensation for his services as a director. Prior to these roles, Mr. Hunton provided consulting services to the Company pursuant to a consultant agreement dated April 22, 2019 and received consulting fees of $17,078. “All other compensation” for Mr. Hunton in 2020 also includes $6,500 for tax preparation, $39,746 for relocation, and a cash award of $81,391 (before applicable tax deductions) to purchase Common Shares pursuant to the SPP, the net of which will be paid in equal installments over a three-year period. In 2019, “All other compensation” includes share matching compensation of $150,110.
(8) Mr. Towns became the CFO and Corporate Secretary of the Company on May 13, 2020. “All other compensation” for Mr. Towns also includes a cash award of $26,776 (before applicable tax deductions) to purchase Common Shares pursuant to the SPP, the net of which will be paid in equal installments over a three-year period.
(9) Mr. Lee was CFO of the Company from July 15, 2017 to May 12, 2020, Corporate Secretary from December 2, 2018 to May 12, 2020 and VP, Finance of the Company from April 11, 2017 until July 15, 2017. Following his departure from the Company, Mr. Lee received a payment of $157,500 in accordance with the termination provisions in his employment agreement.
(10) Ms. Valencia became VP, Semiconductor Sales on April 1, 2020. Prior to this role, Ms. Valencia was Key Account Director from July 15, 2019 to April 1, 2020. “All other compensation” for Ms. Valencia also includes a cash award of $20,575 (before applicable tax deductions) to purchase Common Shares pursuant to the SPP, the net of which will be paid in equal installments over a three-year period.
(11) Mr. Schick became VP, Technology & Operations on June 1, 2020. Prior to this role, Mr. Schick held various position with the Company as Director, Engineering and R&D from April 1, 2020 to June 1, 2020 and as Director, Engineering from December 9, 2019 to April 1, 2020. “All other compensation” for Mr. Schick also includes a cash award of $26,776 (before applicable tax deductions) to purchase Common Shares pursuant to the SPP, the net of which will be paid in equal installments over a three-year period.
(12) Ms. McIntosh was VP, Culture, Talent and Business Systems from April 1, 2019 to September 21, 2020 and departed the Company on January 22, 2021. In connection with such departure the Company entered into a separation letter agreement with Ms. McIntosh dated September 21, 2020. Pursuant to the letter agreement, Ms. McIntosh provided special advisor, successor and transition services, and was entitled to her regular base salary and participation in Company bonus and benefit plans until the date of her departure. Prior to her role as VP, Culture, Talent and Business Systems, Ms. McIntosh held various positions with the Company as VP, Human Resources from April 1, 2018 to March 31, 2019; and Director of Human Resources from July 4, 2017 to March 31, 2018. Ms. McIntosh was not considered an NEO for the financial year ended December 31, 2018.

Performance Graph

The following table and graph compare the cumulative total shareholder return on $100 invested in Common Shares of the Company with $100 invested in the S&P/TSX Composite Index from December 30, 2015 to December 31, 2020 (the Company’s most recent financial year end). The below historic shareholder return data is on a post-Consolidation (as defined below) basis, with the Consolidation being given retroactive effect to the beginning of the comparative period. All dollar amounts are reflected in Canadian dollars.

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	December 31, 2015	December 31, 2016	December 31, 2017	December 31, 2018	December 31, 2019	December 31, 2020
Photon Control Inc.	$100	$143	$265	$158	$200	$293
S&P/TSX Composite Index	$100	$118	$125	$110	$131	$134

Compensation, Corporate Governance and Nominating Committee

The Board of Directors of the Company has established the Compensation, Corporate Governance and Nominating Committee (the “ CGN Committee ”) which is required to be comprised of at least three directors. The Chair of the CGN Committee is appointed by the Board. The CGN Committee meets as often as it deems necessary or desirable.

The current members of the CGN Committee are Charles F. Cargile (Chair), D. Neil McDonnell, and Ronan McGrath, all of whom are considered independent directors. Each of the CGN Committee members has prior management experience determining compensation plans and compensation level in other organizations.

The CGN Committee is responsible for determining and making recommendations with respect to all forms of compensation to be granted to the CEO, and reviewing the CEO’s recommendations respecting compensation of the other senior executive officers of the Company. In particular, the CGN Committee is responsible for, among other things: (i) reviewing and approving corporate goals and objectives relevant to compensation of the CEO, evaluating his or her performance in light of such corporate goals and objectives, and making recommendations to the Board with respect to his or her compensation levels based on such evaluation; (ii) reviewing recommendations from the CEO regarding the appointment, compensation and other terms of employment of the CFO, and other officers, and making recommendations to the Board regarding the same; (iii) reviewing executive compensation disclosure before the Company publicly discloses this information; (iv) preparing and submitting to the Board at least annually a report on human resource matters of the Company; (v) preparing an annual report for inclusion in the Company’s management information circular to shareholders respecting the process undertaken by the CGN Committee in its review and preparing a recommendation in respect of CEO compensation; (vi) administering and interpreting the Company’s security-based compensation arrangements and its policies respecting the grant of options or sale of shares thereunder, and reviewing and recommending to the Board grants of options and terms thereof; (vii) reviewing the Company’s pension and retirement arrangements, if any, in light of the overall compensation policies and objectives of the Company; (viii) periodically reviewing the terms of the Company’s executive compensation programs to determine if they are properly coordinated and achieving their desired purpose; (ix) overseeing the Company’s compliance with any rules promulgated by a regulatory body prohibiting loans to officers and directors of the Company; (x) establishing a committee work plan that is disclosed publicly; (xi) periodically retaining the services of a compensation consultant; and (xii) reviewing and assessing the adequacy of its mandate at least annually.

The CGN Committee has the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities, including a compensation consultant, at the expense of the Company. Any other work or

services performed by such compensation consultant at the request of management must, however, be pre-approved by the CGN Committee.

The CGN Committee attempts to take a balanced approach to executive compensation by providing both short and long-term incentive plans tied to performance. Each executive position, including the CEO, is reviewed periodically in terms of salary, bonus, long-term incentives (such as options and shares) and actual performance. After each review, the CGN Committee makes a formal recommendation to the Board.

The CGN Committee’s objective is to ensure the Company provides a competitive compensation package that reflects both base expectations to attract and retain appropriately experienced and qualified individuals, as well as to provide a link between discretionary short and long-term incentives with short and long-term corporate goals. The compensation package is designed to reward performance based on the achievement of performance goals and objectives and to be competitive with comparable companies in the market in which the Company competes for talent.

Compensation of Executive Officers

During the Company’s financial year ended December 31, 2020, the “Named Executive Officers” or “NEOs” (as such terms are defined in Form 51-102F6 – Statement of Executive Compensation ) of the Company were Nigel Hunton (Director, President and CEO), Damian Towns (CFO), Eva Valencia (VP, Semiconductor Sales), Phil Schick (VP, Technology & Operations), Daniel Lee (former CFO), and Nalini McIntosh (VP, Culture, Talent and Business Systems). Set out below are particulars of compensation paid to the NEOs.

Elements of Compensation

During the Company’s financial year ended December 31, 2020, executive compensation consisted of a salary or fee payment, bonuses based on defined targets and equity-based compensation in the form of long-term incentive stock options. The form and amount of such compensation was evaluated by the CGN Committee and then recommended to the Board of Directors for review and approval.

All dollar amounts in this section are reflected in Canadian dollars unless otherwise stated. Excepted as stated, all US dollar amounts that have been converted into Canadian dollars, have been converted at the average daily exchange rate for the applicable year as published by the Bank of Canada. The rate for 2020 was US $1.00 = CDN $1.3415 and the rate for 2019 was US $1.00 = CDN $1.3269.

The Company’s approach to executive compensation is to “pay for performance”. Accordingly, salary is generally targeted near market median levels, while variable compensation opportunities (short and long-term incentives) are structured to provide above-market total compensation for high levels of corporate performance.

Compensation elements are designed to balance the following compensation objectives:

Alignment of total compensation realized with the overall performance of the Company;
Encouragement for a long-term view to shareholder value creation by providing equity-based compensation; and
Compensation programs to facilitate the attraction, retention and motivation of experienced and talented executives who, in turn, drive shareholder value creation.

Compensation awarded to, earned by, paid to, or payable to the Company’s NEOs for the financial year ended December 31, 2020 includes base salary, which is designed to reward the executive officers for fulfilling their day-today responsibilities. Base salaries are generally reviewed annually to ensure they reflect the individual’s expertise and performance in fulfilling their role and responsibilities, internal equity and market competitiveness. An executive officer’s base salary may be below or above the median for the position depending on a number of factors including experience, market competitiveness, performance, retention and the recommendation of the CEO.

A second component of the executive officers’ compensation is a cash bonus. The cash bonus recognizes short-term (typically annual) efforts, business execution and performance of the annual goals of the Company as set out in the

Board approved business plan and strategy. Performance incentive payments are determined by the CGN Committee based upon a discretionary assessment of individual and corporate performance.

The Board has also adopted the Option Plan (as defined below), and provides other benefits to certain of its executive officers in the form of payment of premium costs for employee life insurance, medical and dental benefits, and cellular phones. Such other benefits are designed to provide market-competitive benefits to the executive officers of the Company.

The Company has not yet selected a compensation peer group against which to benchmark market-competitive levels of executive and director compensation.

Option-Based Awards

The Board has adopted the Option Plan. The Board has delegated to the CGN Committee the responsibility for administering and interpreting the Company’s security-based compensation arrangements and the policies respecting the grant of options, or the sale or issuance, as applicable, of Common Shares thereunder, and reviewing and recommending to the Board grants of options and the terms thereof. Awards of options under the Option Plan are subject to certain limitations set out in the Option Plan as well as the approval of the Board and the CGN Committee, as applicable. Such awards are generally based on the executive officer’s total target compensation relative to his or her peers and their level within the organization. Options are not granted to reward past performance, but rather as forward-looking incentive. Previous grants of options are also taken into account when considering additional grants of options. For additional information regarding the Option Plan, please see “ Stock Option Plans and Other Incentive Plans – Stock Option Plan ”.

Share Purchase Program

The SPP is a restricted employee long-term incentive plan for members of the senior leadership team (“ SPP Participants ”) to establish a share ownership plan over a three-year period. Pursuant to the SPP, the CGN Committee and the Board may grant restricted cash awards to SPP Participants, such cash awards to be used within 10 trading days of the grant date to purchase Common Shares on the open market.

SPP Participants (other than the CEO) are recommended by the CEO to the Board and CGN Committee. Though grant amounts are in the Board’s discretion, the allocation guidelines for the SPP adopted by the Board for the financial year ended December 31, 2020, recommend annual grant amounts of either 5%, 10% or 15% of the SPP Participants’ annual salary. Awards under the SPP are determined in December of each financial year and require CGN Committee and Board approval. Any cash award granted in respect of a given financial year is paid out over three years and is net of applicable taxes.

SPP Participants have 10 trading days from the grant date to purchase Common Shares with the cash awarded. However, Common Shares cannot be purchased during a trading blackout. If the deadline for a date of purchase falls within a blackout period, the period is extended to 10 trading days following the end of the trading blackout. For the financial year ended December 31, 2020, the Company granted $155,518 in restricted cash awards (before applicable tax deductions). Pursuant to the SPP, payments of the net award amount, after applicable tax deductions, will occur in equal increments over a three-year period.

The Company has no obligation to continue the SPP, nor is continued participation in the scheme guaranteed from one year to the next.

Executive Compensation-Related Fees

The CGN Committee did not retain a compensation consultant or advisor at any time in the 2020 fiscal year.

Compensation Risk Review

At this time, the Company does not use any specific practices to identify and mitigate compensation policies and practices that could encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risks.

Financial Instruments

NEOs and directors are not permitted to purchase financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Compensation of Named Executive Officers

As described above, the compensation for NEOs is influenced by a variety of factors including corporate and individual performance as well as the share price performance. The executive officers are compensated in large part based on their performance in meeting corporate targets, as well as general market compensation trends. In addition, a portion of the executive officers’ overall compensation is comprised of option awards, and accordingly, overall executive officer compensation generally increases in periods where the Company’s share price increases and decreases in periods where the Company’s share price decreases.

Outstanding Option-Based Awards

The following table sets forth, for each NEO, all of the option-based awards outstanding on December 31, 2020.

Name	Option-based awards
	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options as at Dec. 31, 2020(1)
	(#)	($)		($)
Nigel Hunton	500,000 100,000 100,000	1.26 1.74 1.91	2024/05/13 2025/05/11 2025/12/10	380,000 28,000 11,000
Damian Towns	150,000	1.53	2025/05/13	73,500
Daniel Lee(2)	N/A	N/A	N/A	N/A
Phil Schick	40,000 20,000 50,000	1.08 1.74 1.76	2024/12/12 2025/05/11 2025/08/10	37,600 5,600 13,000
Eva Valencia	40,000 20,000 50,000	0.93 1.74 1.76	2024/08/12 2025/05/11 2025/08/10	43,600 5,600 13,000
Nalini McIntosh(3)	40,000 35,000 20,000 10,000	1.44 1.82 1.74 1.76	2022/06/15 2023/03/19 2025/05/11 2025/08/10	23,200 7,000 5,600 2,600

(1) “Value of unexercised in-the-money options” is calculated by multiplying the difference between the closing price of the Common Shares on the TSX on December 31, 2020, which was $2.02, and the option exercise price by the number of outstanding options. Where the difference is negative, the options are not “in-the-money” and no value is ascribed. These granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”.

(2) Mr. Lee surrendered all of his unvested options upon his departure from the Company on May 12, 2020.

(3) Ms. McIntosh surrendered all of her unvested stock options upon her departure from the Company on January 22, 2021.

Incentive Plan Awards – Value Vested or Earned During The Year

The following table sets forth, for each NEO, the value vested for all outstanding option-based and share-based awards and the value earned for all non-equity incentive plan compensation during the year ended December 31, 2020.

Name	Option-based awards – Value vested during 2020(1)	Share-based awards – Value vested during 2020	Non-equity incentive plan compensation – Value earned during 2020(2)
	($)	($)	($)
Nigel Hunton	Nil	N/A	368,913
Damian Towns	Nil	N/A	93,502
Daniel Lee	7,433	N/A	52,500
Phil Schick	11,066	N/A	109,856
Eva Valencia	11,866	N/A	138,564
Nalini McIntosh	3,600	N/A	70,500

(1) “Option-based awards – Value vested” is calculated by multiplying the difference between the market price of the Common Shares on the vesting date and the exercise price of the options by the number of options. Where the difference is negative, the options are not “in-themoney” and no value is ascribed. These granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”.

(2) Non-equity annual incentive plan compensation relates to cash bonuses based on defined targets that were granted to NEOs for the fiscal year pursuant to the annual executive performance cash bonus plan of the Company. In the case of Ms. Valencia, this also included commission.

Pension Disclosure

The Company does not provide a pension or defined contribution plan to any director or NEO.

Termination and Change of Control Benefits

Except as described below, there are no contracts, agreements, plans or arrangements that provide for payments to a NEO at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or its subsidiary or a change in a NEO’s responsibilities (excluding perquisites and other personal benefits if the aggregate of this compensation is less than $50,000).

The Company has entered into employment agreements or consulting agreements with certain NEOs, which provide for certain rights upon termination of employment or a change of control of Photon. Photon believes that these provisions of the NEO employment agreements or consulting agreements are reasonable in the context of similarsized technology companies. The Company expects to offer similar provisions to executive-level employees in the future.

The employment agreements of the following NEOs contain termination and/or change-of-control provisions:

Nigel Hunton, Chief Executive Officer and President

Prior to May 9, 2021, Mr. Hunton provided services to the Company and its U.S. subsidiary, Photon Control (USA) Inc., pursuant to two separate executive employment agreements governed under British Columbia and U.S. law. As a housekeeping matter in connection with the acquisition of the Company by MKS Instruments Inc. pursuant to an arrangement under the Business Corporations Act (British Columbia) announced on May 10, 2021, the terms of Mr. Hunton’s employment were consolidated on the same terms in a single executive employment agreement governed under British Columbia law. The termination and change of control provisions of Mr. Hunton’s executive employment agreement are as follows:

A payment of one year’s base salary upon termination without cause, or if employment is terminated by Mr. Hunton for good reason within one year of a change of control. Under the terms of Mr. Hunton’s employment agreement, good reason includes: (i) a material diminution in his position, duties, responsibilities, title or office immediately prior to any change of control; (ii) a decrease in salary or a material decrease in his incentive bonus, benefits, or other compensation; or (iii) any action or event that would constitute a
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constructive dismissal at common law. Had Mr. Hunton’s employment been terminated by the Company without cause on December 31, 2020, he would have received $589,900. Had Mr. Hunton terminated his employment for good reason, he would have received $589,900.

A payment equal to one years’ executive bonus upon termination by the Company without cause, or upon termination by Mr. Hunton for good reason within one year of a change of control event. Such payment is calculated as the average bonus of the previous three performance years or, where the executive does not have three consecutive performance years, bonus calculated at target. Had Mr. Hunton’s employment been terminated without cause on December 31, 2020, he would have received a bonus of $294,950.
Upon termination without cause by the Company, or by Mr. Hunton for good reason within one year of a change of control event, and to the extent permitted by the applicable benefit plan, continuation of benefits for a period of one year and, if benefits cannot be continued, payment of an amount equivalent to premiums for obtaining reasonable comparable benefits.
Immediate vesting of all stock options upon occurrence of a change of control event. As of the date of this Statement of Executive Compensation, Mr. Hunton held 700,000 Options, which had an intrinsic value of $419,000 based on the TSX closing price of $2.02 per Common Share as at December 31, 2020.

Damian Towns, Chief Financial Officer

Mr. Towns provides services to the Company pursuant to an executive employment agreement dated April 28, 2020, as amended on September 21, 2020. The termination and change of control provisions of Mr. Towns’ executive employment agreement, as amended, are as follows:

A payment of six months’ base salary upon termination without cause. Had Mr. Towns’ employment been terminated by the Company without cause on December 31, 2020, he would have received $125,000.
A payment of twelve months’ base salary upon termination without cause (including for constructive dismissal) within one year of a change of control. Had Mr. Towns’ employment been terminated by the Company without cause (including for constructive dismissal) within one year after a change of control, he would have received $250,000.
Upon termination without cause by the Company, or by the NEO for good reason within one year of a change of control, and to the extent permitted by the applicable benefit plan, continuation of benefits for a period of six months and, if benefits cannot be continued, payment of an amount equivalent to premiums for obtaining reasonable comparable benefits.
Immediate vesting of all stock options upon occurrence of a change of control event. As of the date of this Statement of Executive Compensation, Mr. Towns held 150,000 Options, which had an intrinsic value of $73,500 based on the TSX closing price of $2.02 per Common Share as at December 31, 2020.

Phil Schick, Vice President, Operations and Technology

Mr. Schick provides services to the Company pursuant to an employment agreement dated November 3, 2019. The termination and change of control provisions of Mr. Schick’s employment agreement are as follows:

Upon termination by the Company without cause, a payment of the greater of three months’ base salary or the compensation for length of service requirement under the Employment Standards Act (British Columbia). Had Mr. Schick’s employment been terminated by the Company without cause on December 31, 2020, he would have received $57,500.
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Compensation of Directors

Summary Compensation Table

For the most recently completed fiscal year, each non-management director of the Company received total compensation for services provided to the Company in his or her capacity as director:

Name	Fees earned	Share- based awards	Option- based awards(1)	Non-equity incentive plan compensation	Pension value	All other compensation(2)	Total
	($)	($)	($)	($)	($)	($)	($)
Charles F. Cargile	26,000	Nil	Nil	Nil	Nil	20,000	46,000
Michele Klein	26,000	Nil	Nil	Nil	Nil	20,000	46,000
D. Neil McDonnell	40,000	Nil	Nil	Nil	Nil	20,000	60,000
Ronan McGrath	29,000	Nil	Nil	Nil	Nil	20,000	49,000

(1) Option-based awards represent the fair value of stock options granted in the year under the Option Plan. The fair value of options granted is calculated as the number of options granted multiplied by the grant date Black-Scholes value.

(2) All other compensation represents a cash award of $20,000 (before applicable tax deductions) to purchase Common Shares. Such awards were not made pursuant to the SPP.

Outstanding Option-Based and Share-Based Awards

The following table sets forth, for each Director, all the option-based and share-based grants and awards outstanding on December 31, 2020.

Name	Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
	Number of securities underlying unexercise d options	Option exercise price	Option expiration date	Value of unexercised in- the-money options as at Dec. 31, 2019(1)	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested	Market or payout value of vested share- based awards not paid out or distributed
	(#)	($)		($)	(#)	($)	($)
Nigel Hunton(2)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Charles F. Cargile	270,000 25,000	1.46 1.26	2022/05/31 2024/05/13	151,200 19,000	Nil	N/A	N/A
Michele Klein	180,000 45,000 45,000	1.69 2.01 1.26	2022/11/13 2023/05/14 2024/05/13	59,400 450 34,200	Nil	N/A	N/A
D. Neil McDonnell	270,000 25,000	0.71 1.26	2021/11/03 2024/05/13	353,700 19,000	Nil	N/A	N/A
Ronan McGrath	270,000 25,000	0.67 1.26	2021/07/21 2024/05/13	364,500 19,000	Nil	N/A	N/A

(1) Calculated by multiplying the difference between the closing price of the Common Shares on the TSX on December 31, 2020, which was $2.02, and the option exercise price by the number of outstanding options. Where the difference is negative, the options are not “in-the-money” and no value is ascribed. These granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”.

(2) Mr. Hunton did not receive any option-based or share-based awards for his role as Director. Mr. Hunton received option-based awards (and no share-based awards) for services as CEO, as disclosed under the heading “Named Executive Officers – Summary of Compensation”, above.

Incentive Plan Awards - Value Vested or Earned During Fiscal 2020

The following table sets forth, for each Director, the value vested for all outstanding option-based and share-based awards and the value earned for all non-equity incentive plan compensation during the year ended December 31, 2020.

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Name	Option-based awards – Value vested during 2020(1)	Share-based awards – Value vested during 2020(2)	Non-equity incentive plan compensation - Value earned during 2020
	($)	($)	($)
Nigel Hunton(3)	N/A	N/A	N/A
Charles Cargile	4,000	38,700	Nil
Michele Klein	7,200	N/A	Nil
D. Neil McDonnell	4,000	N/A	Nil
Ronan McGrath	4,000	N/A	Nil

(1) Calculated by multiplying the difference between the market price of the Common Shares on the vesting date and the exercise price of the options by the number of options. Where the difference is negative, the options are not “in-the-money” and no value is ascribed. These granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”.

(2) Calculated by multiplying the market price of the Common Shares on the vesting date by the number of RSUs.

(3) Mr. Hunton did not receive any compensation for his role as Director.

Director Compensation Plan

In April 2017, the Company adopted a cash compensation plan to pay retainers to its independent directors according to the following table.

Position	Annual Retainer
Board Member	$20,000
Additional Retainers	Annual Retainer
Board Chair	$20,000
Audit Committee Chair	$9,000
Other Committee Chairs	$6,000

During the financial year ended December 31, 2020, except as otherwise disclosed in this circular, the Company paid no cash or other compensation to any non-executive director of the Company for the director’s services as a director or in any other capacity or under any other arrangement. The Company does not pay meeting fees. In addition, the Company has historically made equity grants to directors upon joining the Board, and from time to time thereafter.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following table sets out information on the Company’s equity compensation plans under which Common Shares are authorized for issuance as at December 31, 2020.

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by securityholders	4,569,583 (options)	$1.37	5,956,251(1)
	Nil (RSUs)	N/A	Nil(2)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	4,569,583		5,956,251

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(1) As at December 31, 2020, the total number of Common Shares that could be reserved and authorized for issuance pursuant to options granted under the Option Plan was 10,525,834 Common Shares, being 10.1% of the then issued and outstanding Common Shares (i.e. 104,603,408 Common Shares).
(2) As at December 31, 2020, the Company had issued 1,000,000 RSUs pursuant to the RSU Plan (being the maximum number of Common Shares reserved for issuance pursuant to RSUs granted under the RSU Plan), leaving nil Common Shares available for future issuance pursuant to RSUs granted under the RSU Plan. As at December 31, 2020, there were nil RSUs outstanding.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

The Company has a stock option plan from which it makes awards to employees, directors and consultants.

In 2018, the Company adopted the Option Plan, which was approved by the Board of Directors and the shareholders of the Company, pursuant to which up to 11,000,000 Common Shares may be reserved for issuance. The effective date of the Option Plan was May 25, 2018, the date on which the Common Shares were listed for trading on the TSX. Stock options issued under the previous stock option plan were exchanged for stock options with the same terms under the Option Plan. The Company did not record any additional expense as a result of the exchange.

Options may be granted to purchase Common Shares on terms that the Board of Directors may determine, subject to the limitations of the Company’s Option Plan and the requirements of applicable regulatory authorities. The Company’s Option Plan provides for equity participation in the Company by eligible directors, officers, employees and consultants through the acquisition of Common Shares pursuant to the grant of options to purchase Common Shares. The Board of Directors receives recommendations for option grants from the CGN Committee, which works with the CEO and the management team of the Company to determine option allocations to directors, officers and employees having regard to the potential optionee’s position in the Company, level of responsibility and previous option grants.

The Option Plan includes the following provisions:

Administration

The Option Plan is administered by a “Committee”, which means the Board or a committee of the Board appointed to administer the Option Plan.

Eligibility

Options may be granted to any “ Eligible Person ”, which means:

(a) an employee (defined as an individual that is considered an employee of the Company or any of its subsidiaries under the Income Tax Act (Canada)) of the Company;
(b) an officer of the Company;
(c) a director of the Company; or
(d) a consultant (defined as any other individual or company engaged under a written contract with the Company or any of its affiliates to provide consulting, technical, management or other services to the Company or affiliate, other than services provided in relation to a distribution, and who has a relationship with the Company or affiliate that enables the individual to be knowledgeable of the business and affairs of the Company or affiliate and who, in the reasonable opinion of the Company, will spend a significant amount of time and attention on the business and affairs of the Company or affiliate) of the Company.

To be an Eligible Person, individuals subject to US income taxation must provide services that relate directly to the Company or subsidiary (as “subsidiary” is defined in Section 1.409A-1(b)(5)(iii)(E) under the United States Treasury Regulations).

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Common Shares Issuable under the Option Plan

The number of Common Shares reserved and authorized for issuance pursuant to options granted under the Option Plan is 10,789,000 Common Shares as of the record date of the Meeting (being approximately 10.3% of the issued and outstanding Common Shares at that date), which is calculated by subtracting from 11,000,000 Common Shares (being the maximum number of Common Shares issuable under the Option Plan) 211,000 Common Shares which have been issued pursuant to the exercise of options under the Option Plan. The maximum number of Common Shares (a) issued to insiders within any one year period and (b) issuable to insiders at any time, under the Option Plan, or when combined with all of the Company’s other security-based compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares.

Common Shares that may be issued pursuant to the Option Plan (together with any Common Shares issuable under any other security-based compensation arrangement) to directors of the Company who are not full-time employees or consultants (“ Outside Directors ”) may not exceed (a) 1% of the issued and outstanding Common Shares from time to time, and (b) an equity award value of $100,000 per year per Outside Director.

If any option expires, is cancelled or otherwise terminated for any reason without having been exercised in full, the number of Common Shares in respect of which such option was not exercised will again be available for issuance under the Option Plan.

The Option Plan does not provide for the transformation of options granted under the Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Company.

Exercise Price

The exercise price for options granted under the Option Plan will be determined by the Board or Committee and shall not be less than the closing price of the Common Shares on the Toronto Stock Exchange, or such other stock exchange that the Common Shares may be listed on, on the trading day prior to the date of grant.

Vesting of Options

Subject to compliance with the policies of the applicable stock exchange, the Board or Committee shall have complete discretion with respect to the terms of any vesting schedule.

Term of Options

An option shall be exercisable for such term as may be determined by the Board or Committee, subject to earlier termination in the event of death or the optionee’s cessation of services to the Company or to extension if the expiry date is within a trading blackout period imposed by the Company to that date which is 10 business days after the trading blackout. Other than pursuant to any blackout period extensions of the expiry date of options as described above, in no event shall any options be exercisable for greater than 10 years from the date such options are granted.

Termination of Options

To the extent not earlier exercised or terminated in accordance with the Option Plan, an option will terminate at the earliest of:

(a) the termination date set by the Board upon the grant of the Option, subject to extension in case of a blackout period, as further set out above under the subheading “ Term of Options ”;
(b) where the optionee’s position as an employee, consultant, director or officer is terminated for just cause, the date of such termination;
(c) where the optionee’s position as an employee, consultant, director or officer terminates for a reason other than (i) a change in the optionee’s position from one of the said categories to another category, or (ii) the optionee’s disability, death, or termination for just cause, 60 days after such date of termination and vesting of the optionee’s options shall cease on the date of termination; and
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(d) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such option in violation of the Option Plan.

Transferability

Options granted under the Option Plan are non-transferable and non-assignable, except as specifically provided under the Option Plan in the event of the death or disability of an optionee.

Effect of Death, Disability or Retirement of Optionee

If the position of an optionee as a director, officer, employee or consultant of the Company or any of its affiliates, is terminated as a result of his or her death, any options held by such optionee shall pass to the person who is entitled to ownership of such options pursuant to a will or the applicable laws of descent and distribution upon death (a “ Qualified Successor ”), and shall be exercisable by the Qualified Successor for a period of one year following such death, provided that in no case shall the term of the option extend beyond its expiry date.

If the position of an optionee as a director, officer, employee or consultant of the Company or any of its affiliates, is terminated by reason of such optionee’s disability, any option held by such optionee that could have been exercised immediately prior to such termination shall be exercisable by such optionee, or by his or her guardian, for a period of one year following the termination of such optionee, provided that in no case shall the term of the option extend beyond its expiry date.

If an optionee who has ceased to be employed by the Company or any of its affiliates by reason of such optionee’s disability dies within 30 days after the termination of such employment, any option held by such optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such optionee, and shall be exercisable by the Qualified Successor for a period of one year following the death of such optionee, provided that in no case shall the term of the option extend beyond ten years from the date of grant.

Options held by a Qualified Successor or exercisable by a guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such options are subject.

Net Settlement

Pursuant to the Option Plan, in lieu of exercising an option by deliver of the exercise notice along with payment of the option price, optionees may, with the prior written approval of the Company (which may be granted or withheld in the Company’s sole discretion), elect to transfer and dispose of a specified number of vested options to the Company in exchange for a cash amount equal to the intrinsic value of such vested options less any or all sales commissions, bank transfer fees and tax withholding obligations, as applicable. Upon the net settlement of options (the “ Disposed Options ”), the Company shall arrange for the sale of such number of fully paid and non-assessable Common Shares (“X”) equal to the number of Common Shares that may be acquired by the Disposed Options (“Y”) multiplied by the quotient obtained by dividing the result of the closing price of the Common Shares on the Toronto Stock Exchange, or such other stock exchange that the Common Shares may be listed on, on the trading day prior to the date of exercise (“B”) less the exercise price per Common Share (“A”) by the closing price of the Common Shares on the Toronto Stock Exchange, or such other stock exchange that the Common Shares may be listed on, on the trading day prior to the date of exercise of one Common Share (“B”). Expressed as a formula, such number of Common Shares shall be computed as follows:

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No fractional Common Shares shall be issuable upon the net settlement of options, with such Common Shares being rounded down to the nearest whole number.

Tax Withholding

Pursuant to the Option Plan, the Company may withhold from any amount payable to an optionee, whether under the Option Plan or otherwise, such amount as it reasonably believes is necessary to comply with applicable federal,

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provincial, local, or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to options. The Company may also satisfy any liability for any such withholding obligations by requiring an optionee, as a condition to the exercise of any options or acquisitions of shares pursuant to the net settlement provisions, to make such arrangements as the Company may in its discretion determine so that the Company can satisfy the withholding obligations.

Adjustment

The Option Plan contains provisions for adjustments by the Board in the number of Common Shares subject to the Option Plan and issuable upon the exercise of options, and the exercise price thereof, in the event of any stock dividends, stock consolidations, subdivisions or reclassifications of shares, amalgamations, mergers, plans of arrangement, change of control (as defined in the Option Plan) transactions, or take-over bid transactions, such adjustments to be determined by the Board. The Board may accelerate the date of vesting of any unvested portion of an option, subject to prior acceptance by the applicable stock exchange.

Termination of, and Amendments to, the Option Plan

Subject to acceptance of the applicable stock exchange and regulatory authorities, and the policies and requirements thereof, the Board may terminate, suspend or amend the terms of the Option Plan or any option granted thereunder in any manner, without consent or approval from any optionee or shareholder of the Company, including, without limitation:

(a) make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in the Option Plan;
(b) change the provision relating to the manner of exercise of options, including changing or adding any form of financial assistance provided by the Company, or adding or amending provisions relating to a cashless exercise of options providing for a full deduction of the underlying Common Shares from the maximum number reserved for issuance under this Plan;
(c) change the terms, conditions and mechanics of grant, vesting, exercise and early expiry of options, provided that no such change may extend the term of options granted to insiders (except as provided in the termination provisions of the Option Plan, as further described under the subheading “ Termination of Options ”);
(d) change the termination provisions, provided that the change does not permit the Company to grant an option with a term of more than 10 years or extend the term of an outstanding option granted to an insider (except as provided in the termination provisions of the Option Plan, as further described under the subheading “ Termination of Options ”);
(e) change the class of participants eligible to participate under the Option Plan; and
(f) make any addition to, deletion from or alteration of the provisions of the Option Plan or any option that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of the Option Plan.

Notwithstanding the above, the Board must obtain shareholder approval for the following actions:

(a) any amendment to the maximum number of Common Shares that may be reserved for issuance upon the exercise of options granted under the Option Plan;
(b) any amendment to the exercise price of an outstanding option (other than pursuant to the adjustment provisions described under the subheading “ Adjustments ”);
(c) any amendment that would extend the term of any option granted under the Option Plan (except as provided in the termination provisions of the Option Plan, as further described under the subheading “Termination of Options ”);
(d) any cancellation or re-issue of options;
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(e) any amendment that would permit options granted under the Option Plan to be transferable or assignable other than for normal estate settlement purposes; and
(f) any amendment to the termination and amendment provision of the Option Plan, provided that the Board may amend the terms of the Option Plan to comply with the requirements of any regulatory or governmental agency or applicable stock exchange without obtaining the approval of the Company’s shareholders.

As at December 31, 2020, the Company had 4,569,583 options issued and outstanding (representing approximately 4.4% of the then issued and outstanding Common Shares), leaving 5,956,251 options available for future issue (representing approximately 5.7% of the then issued and outstanding Common Shares).

The following table sets out the annual burn rate for each of the last three fiscal years of the then prevailing stock option plan of the Company:

Fiscal Year	Annual Burn Rate (Options)(1)
2020	1.8%
2019	1.4%
2018	0.8%

(1) Calculated based on the number of options granted under the then prevailing stock option plan during the applicable fiscal year divided by the weighted average number of Common Shares outstanding for the applicable fiscal year.

Restricted Share Unit Plan

The Company has a restricted share unit plan which was adopted by the Board of Directors as of March 30, 2016 and approved by the shareholders of the Company on May 3, 2016.

The RSU Plan includes the following provisions:

Pursuant to the RSU Plan, the Board may, from time to time, grant to eligible participants awards under the RSU Plan, with each award granted entitling an eligible participant to receive one RSU. Each RSU represents the right of an eligible participant to receive one Common Share. The purpose of the RSU Plan is to secure for the Company and its shareholders the benefits of incentives inherent in share ownership by the employees and directors of the Company and its affiliates who, in the judgment of the Board and the CGN Committee, will be largely responsible for the Company’s future growth and success. Eligible participants under the RSU Plan include directors, employees and service providers of the Company and any of its affiliates who participate in the RSU Plan voluntarily.
The aggregate maximum number of Common Shares that may be issued pursuant to the RSU Plan is limited to 1,000,000 Common Shares. In addition, the aggregate number of Common Shares that may be reserved for issuance under the RSU Plan on the grant of awards, together with any other securities-based compensation arrangements of the Company in effect from time to time, shall not exceed 10% of the issued and outstanding Common Shares from time to time.
The aggregate number of RSUs granted to any one participant in the RSU Plan in a 12 month period must not exceed 1% of the outstanding Common Shares, calculated on the date RSUs are granted to the participant. The aggregate number of RSUs granted to all participants in the RSU Plan in a 12-month period must not exceed 2% of the outstanding Common Shares, calculated on each date RSUs are granted to a participant. The aggregate number of RSUs granted to any one participant in the RSU Plan (when combined with grants of stock incentives to the participant under all of the Company’s other security-based compensation arrangements) within a 12 month period shall not exceed 5% of the outstanding Common Shares, calculated on the date RSUs are granted to the participant. The aggregate number of Common Shares at any time reserved for issuance to any participant in the RSU Plan under all securities-based compensation arrangements of the Company shall not exceed 5% of the outstanding Common Shares from time to time.
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The aggregate number of Common Shares reserved for issuance under RSUs granted to insiders of the Company (as a group) under the RSU Plan at any point in time (when combined with grants of stock incentives to insiders (as a group) under all of the Company’s other security-based compensation arrangements) shall not exceed 10% of the outstanding Common Shares at that point in time. The aggregate number of RSUs granted to insiders of the Company (as a group) (when combined with grants of stock incentives under all of the Company’s other securitybased compensation arrangements), within a 12 month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date RSUs are granted to any insider of the Company.
The Board, or if authority is delegated to the CGN Committee, that committee, may at any time authorize the grant of awards to such eligible participants as it may select for the number of awards that it shall designate subject to the provisions of the RSU Plan. Each grant of an award shall specify the performance period and may (but is not required to) specify performance conditions attaching to it, with such conditions to be set by the Board or the CGN Committee. Performance conditions are additional conditions that may be imposed on an award that are required to be satisfied or discharged before an award shall vest. The expiry date of an award shall not be more than three years from the date of grant of an award.
Except as otherwise provided in the RSU Plan or unless otherwise determined by the Board or the CGN Committee at the time of the grant of the award and subject to satisfaction of any performance conditions which may be attached to the award during the relevant performance period, awards shall vest in one-third increments, commencing on the one year anniversary of the date of grant and on each of the two anniversaries thereafter.
If an eligible participant ceases to be employed by, or act as, a director of the Company or its affiliates for any reason (including death, termination for cause, termination without cause, resignation, or retirement): (i) any unvested awards held by such eligible participant at the date the eligible participant ceases to be an employee or director of the Company or its affiliates shall be terminated as of such date; and (ii) any vested awards held by such eligible participant at the date the eligible participant ceases to be an employee or director of the Company or its affiliates and which has not yet been settled, shall be settled within 30 days of such date. If an award has performance conditions attached to it which remain unsatisfied at the date an eligible participant ceases to be an employee or director of the Company or its affiliates, then such award shall be deemed to not have vested.
Any awards or RSUs accruing to any eligible participant shall not be transferable except by will or by the laws of descent and distribution. All benefits and rights granted under the RSU Plan may only be exercised by the eligible participant during the participant’s lifetime.
The Board may amend the terms of the RSU Plan without shareholder approval, including for the purposes of: changes of a clerical or grammatical nature; changes regarding the persons eligible to participate in the RSU Plan; changes to the vesting, provisions of awards, performance conditions or performance period; changes to the authority and role of the CGN Committee under the RSU Plan; changes to the acceleration and vesting of awards in the event of a takeover bid or change of control; and any other matter relating to the RSU Plan and the awards granted thereunder. The CGN Committee also has the power to amend the terms of the RSU Plan without shareholder approval, for the purposes of: changes of a clerical or grammatical nature; changes regarding the persons eligible to participate in the RSU Plan; and changes to the vesting, provisions of awards, performance conditions or performance period. Notwithstanding the foregoing, the powers of the Board and the CGN Committee shall be limited in those circumstances set forth in the RSU Plan as requiring shareholder approval and as required by applicable securities regulatory authorities or the stock exchange on which the securities of the Company are listed. Shareholder approval is required for: any amendment to the aggregate maximum number of Common Shares issuable under the RSU Plan; any amendment to the aggregate percentage of Common Shares that may be reserved for issuance under the RSU Plan or issued to insiders under the RSU Plan; any amendment which would accelerate the vesting of any awards held by insiders, except as contemplated under the RSU Plan; and any amendment provision under the RSU Plan.
If the RSU Plan is terminated, its provisions and any other guidelines, rules and regulations adopted by the Board or the CGN Committee in respect of it will continue in effect as long as any awards or rights thereto remain outstanding.
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As at December 31, 2020, the Company had issued 1,000,000 RSUs pursuant to the RSU Plan, of which nil RSUs remained outstanding (representing 0.0% of the then issued and outstanding Common Shares), and nil available for future issuance.

The following table sets out the annual burn rate of the RSU Plan for each of the last three fiscal years:

Fiscal Year	Annual Burn Rate (RSUs)(1)
2020	0.0%
2019	0.0%
2018	0.1%

(1) Calculated based on the number of RSUs granted under the RSU Plan during the applicable fiscal year divided by the weighted average number of Common Shares outstanding for the applicable fiscal year.

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AI assistant

Photon Control Inc. — Remuneration Information 2021

44934_rns_2021-05-20_5a5861a0-2ab9-4467-80af-17ae4f5f426e.pdf